Savita Oil Tech

Savita Oil Technologies Ltd Directors Report

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Aug 27, 2026|09:29:52 PM

Savita Oil Technologies Ltd Share Price directors Report

Report of the Directors to the Members

Your Directors have pleasure in presenting the Sixty-fifth Annual Report, together with the Audited Accounts for the year ended 31^st March, 2026.

1. FINANCIAL RESULTS

Particulars	Standalone		Consolidated
	Year ended 31^st March, 2026	Year ended 31^st March, 2025	Year ended 31^st March, 2026	Year ended 31^st March, 2025
Total Income	4,41,878	3,86,886	4,40,767	3,85,970
Profit before Depreciation & Tax	28,235	18,921	27,108	17,992
Depreciation	2,598	2,358	2,669	2,421
Exceptional Income	-	-	-	-
Profit/(Loss) before Tax	25,638	16,563	24,439	15,571
Provision for Taxation:
Current	5,805	3,738	5,808	3,797
Deferred	395	575	395	582
Provision for Taxation no longer required	53	(127)	53	(127)
Profit/(Loss) for the year after Tax	19,385	12,377	18,184	11,320
Other Comprehensive Income	(91)	(113)	(91)	(113)
Balance brought forward from previous year	1,70,285	1,61,613	1,68,876	1,61,261
Profit available for appropriation	1,89,580	1,73,877	1,86,969	1,72,467
Appropriations:
Dividend	2,742	2,742	2,742	2,742
Tax on Dividend/Tax on buy-back of equity shares	-	849	-	849
General Reserve	-	-	-	-
Balance carried to Balance Sheet	1,86,837	1,70,285	1,84,227	1,68,876

2. SHARE CAPITAL

The paid-up equity share capital of your Company stands at Rs. 13,71,20,830/- as on date.

3. DIVIDEND

Your Directors at the Board Meeting held on 7^th May, 2026 have recommended dividend @250% (Rs. 5 per equity share of Rs. 2/- each), as against 200% dividend for the previous year, on the paid-up Equity Share Capital of Rs. 1,371.20 Lakh, resulting in an outgo of Rs. 3,428.02 Lakh for your Company (Rs. 2,742.41 Lakh for previous year).

4. RESERVES

The Reserves of your Company stood increased to Rs. 1,827 crore on standalone basis at the end of the year under review as against Rs. 1,662 crore for the previous year.

5. OPERATIONS

During the year under review, on standalone basis, your Company achieved a record sales volume at 5,13,110 KLs/MTs as against 4,40,136 KLs/MTs achieved during FY 2024-2025, resulting in a healthy increase of 16.58%. Your Companys sales turnover increased during the year 2025-2026 to a record amount of Rs. 4,326 crore as against Rs. 3,787 crore in FY 2024-2025, showing a growth of 14.23%. Your Company achieved net profit before tax of Rs. 256 crore during the year 2025-2026 as against Rs. 166 crore during the previous year, resulting in an encouraging increase of 54%.

During the Financial Year 2025-2026, your Companys Wind Power Plants situated in the states of Maharashtra, Karnataka and Tamil Nadu generated a total of 94.91 MU against 84.26 MU generated in

the previous year. During the year under review, your Company did not add any new projects to its Wind Portfolio.

6. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31^st March, 2026, your Company had one subsidiary company viz. Savita GreenTec Limited. There has been no material change in the nature of business of the subsidiary company during FY 2025-2026.

The report on the financial position of the subsidiary company as per Section 129(3) of the Companies Act, 2013 is provided in Form No. AOC-1, which is enclosed as a separate annexure to the Financial Statements.

The Board of Directors at its meeting held on 7^th May, 2026 approved the Scheme of Amalgamation between Savita GreenTec Limited ("Transferor Company") and Savita Oil Technologies Limited ("Transferee Company") and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013, subject to necessary statutory and regulatory approvals.

7. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public or its employees during the year under review.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

9. CORPORATE GOVERNANCE

Corporate Governance Report along with a Certificate from the Secretarial Auditors of your Company regarding compliance of the conditions of Corporate Governance pursuant to requirements as stipulated by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and forms part of this Report.

10. DIRECTORS

Your Directors express their profound grief over the sad demise of Mr. Vishal Sood, Whole-time Director of your Company, who suddenly passed away on 3^rd March, 2026. The Board places on record its

heartfelt gratitude for his notable contributions to the Company in the capacity as President - Lube Division first and then as Whole-time Director of your Company.

As per provisions of Section 152 of the Companies Act, 2013, Mr. Siddharth G. Mehra (DIN: 06454215), Director of the Company retires by rotation at the ensuing Annual General Meeting of your Company and being eligible offers himself for re-appointment.

The Board of your Company at its meeting held on 1^st June, 2026 has appointed Mr. Ajay Reche (DIN: 11740121) as an Additional Director

(categorized as the Whole-time Director) of your Company w.e.f. the date of the said Board Meeting upto 30^th September, 2030 as recommended by Nomination & Remuneration Committee, subject to your approval at the ensuing Annual General Meeting.

The Board of your Company in its meeting held on 5^th August, 2026 has decided to appoint Mr. Siddharth G. Mehra (DIN: 06454215) as the Joint Managing Director of the Company w.e.f. 1^st October, 2026 upto 30^th September, 2031 as recommended by Nomination & Remuneration Committee, subject to your approval at the ensuing Annual General Meeting.

Profiles of Mr. Ajay Reche and Mr. Siddharth G. Mehra have been detailed in the Explanatory Statement annexed to the Notice of the ensuing Annual General Meeting. Your Directors recommend appointments of Mr. Ajay Reche as Whole-time Director and Mr. Siddharth G. Mehra as the Joint Managing Director of your Company.

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet with the criteria of Independence as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Gautam N. Mehra, Managing Director of your Company, Mr. Siddharth G. Mehra, Whole-time Director, Mr. Vishal Sood, Whole-time Director (upto 3^rd March, 2026), Mr. Uday C. Rege, Company Secretary & Chief Legal Officer and Mr. Sanjeev Madan, Chief Financial Officer were the Key Managerial Personnel of your Company.

12. BOARD COMMITTEES

All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of reference/role of the Committees are taken by the Board of Directors of your Company.

Details of the role and composition of the Committees of the Company, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Section of the Annual Report.

13. NUMBER OF MEETINGS

The Board of Directors of your Company met 4 times during FY 2025-2026. The Board Meetings were held on 19^th May, 2025, 7^th August, 2025, 5^th November, 2025 and 13^th February, 2026. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days.

Audit Committee of your Company met 4 times on 19^th May, 2025, 7^th August, 2025, 5^th November, 2025 and 13^th February, 2026 during the FY 2025-2026.

Stakeholders Relationship Committee of your Company met 4 times on 19^th May, 2025, 7^th August, 2025, 5^th November, 2025 and 13^th February, 2026 during the FY 2025-2026.

Nomination and Remuneration Committee of your Company met 3 times on 18^th July, 2025, 5^th November, 2025 and 13^th February, 2026 during the FY 2025-2026.

Risk Management Committee of your Company met 3 times on 19^th May, 2025, 5^th November, 2025 and 13^th February, 2026 during the FY 2025-2026.

CSR & ESG Committee of your Company met 3 times on 19^th May, 2025, 5^th November, 2025 and 13^th February, 2026 during the FY 2025-2026.

14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a) i n the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent

so as to give a true and fair view of the state of affairs of your Company as at 31^st March, 2026 and of statement of profit and loss of your Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) the internal financial controls have been laid down to be followed by your Company and such controls are adequate and are operating effectively;

f) proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are adequate and are operating effectively.

15. PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 and relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annual performance evaluation of the Directors as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee for the FY 2025-2026 was carried out by your Company.

For the FY 2025-2026, the performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out separately by the Independent Directors.

The Directors expressed their satisfaction with the evaluation process.

16. INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors of your Company met on 13^th February, 2025 interalia, to discuss:

i) Evaluation of performance of Non-Independent Directors and the Board of Directors of your Company as a whole;

ii) Evaluation of performance of the Chairman of your Company, taking into views of Executive and Non-Executive Directors;

iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

17. MANAGERIAL REMUNERATION

The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate annexure. The information as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request by any Member of your Company. In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of your Company.

18. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of your Company in its Meeting held on 1^st April, 2024 continues to be adopted by your Company. The Remuneration Policy of your Company is attached to this Report as a separate annexure and the same can be accessed by clicking on the weblink https:// savita.com/corporate/policies/remuneration-policy/

19. CSR POLICY

The revised Corporate Social Responsibility Policy recommended by the CSR Committee and approved by the Board of Directors of your Company in its Meeting held on 13^th February, 2026 is adopted by your Company. The same can be accessed by clicking on the weblink https://savita.com/corporate/policies/ corporate-social-responsibility/

The disclosure relating to the amount spent on Corporate Social Responsibility activities for the financial year ended 31^st March, 2026 is attached to this Report as a separate annexure.

20. LISTING AND OTHER REGULATORY ORDERS AGAINST YOUR COMPANY, IF ANY

Your Companys shares continue to be listed on BSE Limited and National Stock Exchange of India Limited. The Listing Fees to these two Stock Exchanges

for the FY 2026-2027 have been paid by your Company on time.

There were no significant or material orders passed by any of the regulators or courts or tribunals impacting the going concern status and your Companys operations in future.

21. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, your Company has transferred Rs. 2.92 Lakh towards unclaimed Dividend as against Rs. 12.44 Lakh towards unclaimed Dividend in the previous year to the Investor Education and Protection Fund, which amount was due and payable for the FY 2017-2018 and remained unclaimed and unpaid for a period of 7 years, as provided in Section 125 of the Companies Act, 2013.

Your Company has intimated to the Shareholders who had not claimed dividends for the past 7 years to claim the dividends forthwith failing which their shares would stand transferred to the IEPF Authority after 1^st October, 2026.

22. KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended 31^st March, 2026, are provided in the Management Discussion and Analysis Report which is annexed hereto and forms a part of the Boards Report.

23. STATUTORY AUDITORS

The Members of your Company, at the 61^st Annual General Meeting held on 29^th September, 2022 had re-appointed G. D. Apte & Company, Chartered Accountants (Firm Registration No. 100515W) as the Statutory Auditors of the Company for the second term of 5 years to hold office from the conclusion of the ensuing 61^st Annual General Meeting until the conclusion of the 66^th Annual General Meeting of the Company.

24. AUDITORS REPORT

The Auditors Report to the Members on the Accounts of your Company for the financial year ended 31^st March, 2026 is attached to this Report and does not contain any qualification, reservation or adverse remark. No fraud has been reported by the Auditors to the Audit Committee or Board.

25. SECRETARIAL AUDIT REPORT

Secretarial Audit for the FY 2025-2026 was conducted by MP & Associates, Company Secretaries in Practice in accordance with the provisions of Section 204 of the

Companies Act, 2013. The Secretarial Audit Report is attached as a separate annexure to this Report and does not contain any qualification, reservation or adverse remark. The Company has complied with the applicable provisions of Secretarial Standards.

26. COST AUDIT

I n compliance with the provisions of Section 148 of the Companies Act, 2013, the Board of Directors of your Company at its meeting held on 7^th May, 2026 has appointed M/s. Kishor Bhatia and Associates, Cost Accountants (Firm Registration No. 000294) as Cost Auditors of your Company for the FY 2026-2027. In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of The Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the Members. Accordingly, necessary resolutions are proposed at the ensuing Annual General Meeting for ratification of the remuneration payable to the Cost Auditors for the FY 2026-2027. The Company has prepared and maintained the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

27. RISK MANAGEMENT

In accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has Risk Management Committee in operation to oversee the Risk Management of your Company in line with your Companys Risk Framework and a detailed Policy to cover risk assessments, identification of various significant risks and mitigation plans to address the identified risks. Your Companys Risk Management Policy continues to be displayed on the website and the same can be accessed by clicking on the weblink https://savita.com/corporate/policies/ risk-management-policy/

28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Companys internal control systems are in line with size, scale and complexity of its operations. The Audit Committee has been vigilant and supervises the scope and authority of the Internal Audit function in your Company as a continuing exercise. Your Company also hires services of external agency for periodically carrying out internal audit in areas identified by the Audit Committee from time to time, as is prescribed under the law. Such internal audit reports are considered at each of the Audit Committee Meetings where significant audit observations are discussed in detail and

action plans narrating corrective actions are then suggested to be taken thereon by the concerned departments. The actions taken are reviewed by the Audit Committee at their subsequent meetings.

29. VIGIL MECHANISM

Your Company has a vigil mechanism policy to deal with instances of fraud and mismanagement, if any. The Whistle Blower Policy was revised on 7^th May, 2026 and is uploaded on the website and the same can be accessed by clicking on the weblink https:// savita.com/corporate/policies/whistle-blower-policy/

30. DIVIDEND DISTRIBUTION POLICY

In accordance with the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Dividend Distribution Policy of your Company. The Dividend Distribution Policy is uploaded on the website and the same can be accessed by clicking on the weblink https://savita. com/corporate/policies/dividend-distribution/

31. RELATED PARTY TRANSACTIONS

The Audit Committee scrutinises and approves all related party transactions attracting compliance under Section 188 and/or Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 before placing them for Boards approval. Prior omnibus approval of the Audit Committee is also sought for transactions which are of a foreseen and repetitive nature.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors of your Company is uploaded on the website and the same can be accessed by clicking on the weblink https://savita.com/corporate/policies/dealing-with- related-party-transactions/

The disclosures on related party transactions too are made in the Financial Statements of your Company from time to time.

32. EXTRACT OF ANNUAL RETURN

The web link for the Annual Return in prescribed Form MGT-7 is uploaded on the website of your Company i.e., www.savita.com . The same can be accessed by clicking on the web link https://savita. com/wp-content/uploads/2026/07/draft-form- mgt-7-annual-return-for-fy-2025-26.pdf

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

I n compliance with the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report describing the initiatives taken by your Company from an environmental, social and governance perspective is attached herewith as a separate Annexure.

34. SEXUAL HARASSMENT GRIEVANCES

During the year under review, there were no grievances reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

(a) number of complaints of sexual harassment received in the year - Nil

(b) number of complaints disposed off during the year - Nil

35. MATERNITY BENEFIT ACT, 1961

Your Company has complied with the provisions of the Maternity Benefit Act, 1961 during the year under review.

36. INDUSTRIAL RELATIONS

The industrial relations continued to be generally peaceful and cordial during the year.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under the Companies (Accounts) Rules, 2014, is given as an annexure forming part of this Report.

38. MATERIAL CHANGES

There have been no material changes and commitments affecting the financial position of your Company since the close of the financial year i.e., 31^st March, 2026. Further, it is hereby confirmed that there has been no change in the nature of the business of your Company.

39. ACKNOWLEDGEMENTS

Your Directors are grateful for the encouragement, support and co-operation received from all stakeholders of your Company including members, customers, suppliers, government authorities, banks and all other associates. Your Directors are also grateful to all the employees for their commitment and contribution to the growth of your Company.

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